UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 918, 2009

Watson Wyatt Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16159	52-2211537
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

901 N. Glebe Road Arlington, Virginia		22203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 258-8000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 918, 2009, ~~Watson~~ at a special meeting of the shareholders of Watson Wyatt Worldwide, Inc., a Delaware corporation (“Watson Wyatt”), ~~was~~the shareholders ~~informed~~of Watson Wyatt approved and adopted the Agreement and Plan of Merger (the “Merger Agreement”), dated June 26, 2009, as amended, by and among Watson Wyatt, Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania corporation (“Towers Perrin”), ~~that~~Jupiter Saturn Holding Company, a newly-formed Delaware corporation, to be known as “Towers Watson & Co.” ~~Perrin~~(“Towers ~~had~~Watson”), ~~received~~Jupiter Saturn Delaware Inc., a ~~settlement~~Delaware ~~demand~~corporation ~~from~~and wholly-owned ~~the~~subsidiary ~~plaintiffs~~of inTowers aWatson, ~~putative~~and ~~class~~Jupiter Saturn Pennsylvania Inc., ~~action~~a ~~lawsuit~~Pennsylvania ~~filed~~corporation byand ~~former~~wholly-owned ~~shareholders~~subsidiary of Towers Watson, pursuant to which Watson Wyatt and Towers Perrin will combine their businesses through simultaneous mergers to become wholly-owned subsidiaries of Towers Watson (the “Merger”). In addition, Watson Wyatt shareholders approved the Towers Watson & Co. 2009 Long Term Incentive Plan (the “Incentive Plan”). The affirmative vote of the holders of a majority of the shares of Watson Wyatt’s Class A common stock present and entitled to be cast on November 3, 2009, the record date for the special meeting, was required to adopt the Merger Agreement and approve the Incentive Plan.

~~The lawsuit was previously~~Also ~~reported~~on ~~in Amendment No. 3 to~~ the ~~Registration~~same ~~Statement on Form S-4 (File No. 333-161705) filed on November 9~~date, ~~2009 by Jupiter Saturn Holding Company, the newly-formed holding company that will acquire both Towers Perrin and Watson Wyatt~~ at ~~the~~a ~~effective~~special ~~time~~meeting of the ~~parties’~~shareholders ~~pending merger~~ of ~~equals. As~~ ~~reported~~Towers ~~in the Registration Statement~~Perrin, the ~~complaint~~shareholders ~~was~~of ~~filed on November 5, 2009 against~~ Towers Perrin~~, members~~ ofapproved ~~its board of directors,~~ and ~~certain~~adopted ~~members of senior management in~~ the ~~United~~Merger ~~States District Court for the Eastern District of Pennsylvania. The plaintiffs in the action—Alan H. Dugan~~Agreement, ~~Ronald P. Giesinger, Marvin H. Greene,~~ ~~John G. Kneen, John T. Lynch, Bruce R. Pittenger, J. Russell Southworth, C. Roland Stichweh, Jacobus J. Van de Graaf~~ and ~~John~~approved C.an ~~Von~~amendment ~~Hagen—are~~to ~~former members~~Article VI of ~~the~~ Towers Perrin’s ~~senior~~Amended ~~management, who voluntarily retired from~~and ~~Towers~~Restated ~~Perrin~~Bylaws, atwhich ~~various~~article ~~times~~contains ~~between~~transfer ~~1995~~ and ~~2000.~~ownership ~~Pursuant~~restrictions ~~to the~~on ~~corporation’s bylaws as then in effect, the Towers Perrin~~ shares ~~held by each~~ of ~~these plaintiffs were redeemed by~~ Towers Perrin atcommon ~~book~~stock ~~value~~that ~~upon~~must ~~their retirement.~~be ~~The~~amended ~~plaintiffs~~in ~~purport~~order to ~~sue on behalf of themselves and a class~~ ofconsummate ~~former~~the ~~Towers Perrin shareholders who separated from service on or after January 1, 1971, whose shares were redeemed upon retirement, and who otherwise meet certain specified criteria~~Merger. The ~~complaint~~affirmative ~~alleges~~vote ~~that~~of bythe ~~agreeing~~holders toof ~~sell their shares back to Towers Perrin~~ at ~~book value upon retirement, the~~least ~~plaintiffs~~two-thirds ~~and other members~~ of the ~~putative~~issued ~~class~~and ~~relied~~outstanding ~~upon~~shares aof ~~commitment that~~ Towers Perrin ~~would~~common ~~remain~~stock as ~~privately~~of ~~owned in perpetuity~~November 2, ~~which commitment~~2009, ~~they allege, will be violated by~~ the ~~consummation~~record ofdate ~~the merger. The complaint asserts claims~~ for ~~breach~~ ofthe ~~contract,~~special ~~breach of express trust~~meeting, ~~breach of fiduciary duty,~~was ~~promissory~~required ~~estoppel,~~to ~~quasi-contract/unjust~~adopt ~~enrichment,~~the ~~and~~Merger ~~constructive~~Agreement ~~trust,~~ and ~~seeks~~approve ~~equitable~~the ~~relief~~amendment ~~including~~to ~~an accounting, disgorgement, rescission~~Towers ~~and/or~~Perrin’s ~~restitution,~~Amended and ~~the~~Restated ~~imposition of a constructive trust~~Bylaws.

~~Although the complaint does~~The ~~not~~Merger ~~contain~~remains asubject ~~quantification~~to of the ~~damages~~satisfaction ~~sought,~~or ~~plaintiffs’~~waiver ~~settlement demand, which was orally communicated on December 8, 2009 and later in writing on December 9, 2009, sought a payment~~ of ~~$800~~certain ~~million~~other ~~to settle the action on~~closing ~~behalf~~conditions ~~of the entire class,~~ as ~~defined~~set forth in the ~~complaint,~~Merger ~~and requested that the settlement demand be communicated to Watson Wyatt~~Agreement. ~~Towers~~ Assuming ~~Perrin~~all ~~believes~~conditions ~~the claims~~ are ~~without merit~~satisfied, ~~and intends to vigorously defend~~ the ~~action. Towers Perrin and/or Towers~~ ~~Watson~~parties ~~could~~anticipate ~~incur~~the ~~significant~~Merger ~~costs~~will ~~defending~~become ~~against~~effective ~~this~~on ~~claim.~~January 1, ~~The outcome of this legal proceeding is inherently uncertain and could be unfavorable to Towers Perrin and/or Towers Watson~~2010.

~~Forward-Looking~~On December 18, ~~Statements~~2009, Watson Wyatt and Towers Perrin issued a joint press release announcing the results of the shareholder votes. Such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~This document~~Item ~~contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~9. ~~You~~01 ~~can~~Financial ~~identify~~Statements ~~these statements~~ and other forward-looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, the anticipated completion of the business combination transaction involving Towers Perrin and Watson Wyatt and statements regarding the legal proceeding brought by former Towers Perrin stockholders, the merits of such claims, the outcome of this legal proceeding and the potential costs to defend it, as well as other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Towers Perrin’s and/or Watson Wyatt’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.Exhibits

2(c) Exhibits. The following exhibit is filed with this report:

You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. None of Jupiter Saturn Holding Company, Towers Perrin or Watson Wyatt undertakes an obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise.

Exhibit No.		Description

99.1		Press release dated December 18, 2009

~~Where You Can Find Additional Information~~2

This current report on Form 8-K was issued December 14, 2009. Towers Perrin and Watson Wyatt have formed a company, Jupiter Saturn Holding Company (the “Holding Company”), which has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “Commission”) that contains a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TOWERS PERRIN, WATSON WYATT, THE HOLDING COMPANY AND THE PROPOSED TRANSACTION.SIGNATURES

~~The joint~~Pursuant ~~proxy~~to ~~statement/prospectus and~~ the ~~other~~requirements ~~documents filed with the Commission may be obtained free~~ of ~~charge at~~ the ~~Commission’s website,~~ ~~www.sec.gov. In~~Securities ~~addition,~~Exchange ~~you~~Act ~~may obtain free copies~~ of ~~the joint proxy statement/prospectus and the other documents filed by Towers Perrin~~1934, ~~Watson Wyatt and~~ the ~~Holding~~registrant ~~Company~~has ~~with~~duly ~~the~~caused ~~Commission~~this byreport ~~requesting them in writing~~to ~~from~~be ~~Towers~~signed ~~Perrin,~~on ~~One~~its ~~Stamford~~behalf ~~Plaza, 263 Tresser Boulevard, Stamford, CT. 06901-3225, Attention: Marketing, or~~ by ~~telephone~~the atundersigned ~~203-326-5400,~~hereunto orduly ~~from Watson Wyatt, 901 N~~authorized. ~~Glebe Rd., Arlington, VA. 22203, Attention: Investor Relations, or by telephone at 703-258-8000.~~

Towers Perrin, Watson Wyatt, the Holding Company and their respective directors and executive officers may be deemed under the rules of the Commission to be participants in the solicitation of proxies from the stockholders of Watson Wyatt. A list of the names of those directors and executive officers and descriptions of their interests in Towers Perrin, Watson Wyatt and the Holding Company is contained in the joint proxy statement/prospectus which has been filed by the Holding Company with the Commission. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the joint proxy statement/prospectus.

	WATSON WYATT WORLDWIDE, INC.
	(Registrant)

Date: December 18, 2009	By:	/s/ Walter W. Bardenwerper
	Name:	Walter W. Bardenwerper
	Title:	Vice President and General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WATSON WYATT WORLDWIDE, INC.
	(Registrant)
Date: December 14, 2009	By:	/s/ Walter W. Bardenwerper
	Name:	Walter W. Bardenwerper
	Title:	Vice President and General Counsel

Filing Compare · Towers Watson Delaware Holdings Inc.